PNB Gilts Ltd for FY 2014 15

7/23/2019 PNB Gilts Ltd for FY 2014 15

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1Annual Report 2014-15

OUR MISSION

To be a leader in the

Primary Dealer Business

andto be known a Knowledge Based, Research Oriented

and

Quality Conscious Company maximising wealth for

Shareholders

Chairman's Letter to Shareholders .......................................................................... 2

Board's Report ......................................................................................................... 4

Management Discussion and Analysis .................................................................. 31

Report on Corporate Governance ......................................................................... 36

Financial Review ................................................................................................... 49

Independent Auditors' Report and Comments of the C&AG of India ...................... 50

Balance Sheet ....................................................................................................... 56

................................................................................. 57

.......................................... 58

Cash Flow Statement ............................................................................................ 87

.......................................................................... 89

Proxy Form ............................................................................................................ 92

Financials at a Glance ........................................................................................... 93

............................................................................................ 94

.................................................................... 95


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2 Annual Report 2014-15

Chairmans Letter to ShareholdersDear Shareholders,

I extend my greetings to all of you. It is indeed a matter of both pride and

pleasure to unveil the Annual Report of your Company for the Financial Year

2014-15. I call it pride because your Company has surpassed the feat that it

time, it is a matter of great pleasure for us as your contribution has been

instrumental in the growth of your Company.

The year 2014-15 has been a year of transition. While the global pessimism

still continues, India has managed to emerge as a favorable economy amidst

year has been revised to 2011-12 from the past base of 2004-05 and GDP is

As per the new methodology, the GDP stands at 7.3 per cent, which has

transformed India into the fastest growing economy driven largely by services

of 5.25 per cent, a sharp decline from the last couple of years. Falling prices

of global crude oil which form a substantial part of our imports coupled

investment climate favorable throughout the year. Since then, the Rupee

lowering the policy rates to help credit growth in the economy. The ten year

Government security yield which hovered above 8 per cent have come

to the positivity in the macro-economic environment of the country. Since,

Government Securities are the main area of our operations; the good news

has translated into a positive effect on the earnings as well.

of your Company has been in line with our expectations. The Company

maintained a composition mix of securities with an aim to maximize arbitrage

income and also to have better trading opportunities with a judicious use of


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the sources of borrowings. The Company has well developed systems,

`133.89 crore in FY 2014-15 vis--

vis `

increased by nearly 8 per cent to `718.06 crore as on March 31, 2015

as against `662.53 crore in the previous year. Also, your Company

is adequately capitalized at a Capital Adequacy Ratio of 65.07 per

cent as on March 31, 2015 against RBIs minimum stipulation of 15

ensure a motivating environment for the employees.

to our capabilities and strategic orientation, the effectiveness of our

employees. Incessant support of all our shareholders has been our

driving force. We are immensely grateful to you for your cooperationand support which has helped us handle troubles all these years.

Way forward

well as the global environment will bring its own challenges and

oil prices again. The recent policy rate cut to 7.25 per cent has not

of the changes happening in the environment and is in line with its

competitors. Having said that, we shall continue to realign our strategies

and resources in order to ensure the best returns for our shareholders

and sustain those returns in the long term. Your Companys pro-active

will ensure that the performance is strengthened in the forthcoming

year.

We value your partnership as we position the Company to lead into

us and providing their support. I assure that the Company will continue

Date : June 27, 2015 Yours Sincerely,

(Gauri Shankar)

Chairman


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BOARDS REPORT

Dear Members,

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

(`in lacs)

For the year

ended 31.3.2015

For the year

ended 31.3.2014

Total Income 41001.18 34626.38

27611.92 25556.06

Profit/(loss) Before Tax 13389.26 9070.32

Less : Provision for Income Tax (including deferred tax) 4427.85 2932.13

Profit /(loss) After Tax 8961.41 6138.19

10103.02 8271.51Less : Adjustment for depreciation for Fixed Assets as per Schedule II

of the Companies Act, 2013

24.95 -

Amount available for Appropriation 19039.48 14409.70

Proposed Appropriations

Transfer to Statutory Reserve 1792.28 1227.64

General Reserve - -

Capital Reserve 1072.52 1183.62

Amount spent on CSR activities 134.71 -

Proposed Dividend 2700.15 1620.09

Dividend Distribution Tax 552.85 275.33Balance carried forward 12786.97 10103.02

40 per cent, achieving 42.92 per cent and 49.60 per cent in H1 and H2 respectively. In G-sec category, Company

`13389.26 lacs as against`9070.32 lacs in FY 2013-14. During the year, the net revenue from operations of

your Company increased by 45.07 per cent, from`9990.01 lacs to`

`8961.41 lacs vis--vis`

the Company. During FY 2014-15, Company posted trading income of`7585.27 lacs as against `3140.78 lacs

closed the year at 7.74 per cent as against 8.80 per cent as on March 31, 2014.


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Capital Adequacy

Capital adequacy ratio as on March 31, 2015 stood at 65.07 per cent as against the RBI stipulation of

15 per cent.

Dividend

`1.50 (i.e. 15 per cent) per equity share (last year`0.90 per

`3253 lacs (including Dividend Distribution Tax

of`552.85 lacs).

Transfer to Reserves

Your Company proposes to transfer`1792.28 lacs in Statutory Reserve as required under the provisions of

`1072.52 lacs is proposed to be transferred in Capital

the Companies Act, 2013, the Company proposes not to transfer any sum in General Reserve.

2. CORPORATE GOVERNANCE

Boards Report.

Number of meetings of the Board

Directors and Key Managerial Personnel

During the year 2014-15, the members in their Annual General Meeting held on August 30, 2014 approved

from August 30, 2014.

to August 31, 2017.


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for a period effective from July 1, 2015 to June 30, 2016, subject to the shareholders approval in the ensuing

Annual General Meeting.

vision, leadership and guidance, enabling your Company to reach another standard of excellence.

record its appreciation for the services rendered by him during his tenure in the Company.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the

and is eligible for reappointment.

Performance Evaluation

The Company has devised a policy for performance evaluation of Board of its own performance, Independent

provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The evaluation of all the

by the Board. Copy of said policy, inter-alia, containing the process and criteria for evaluation is available at

Familiarization programme

The details of programme for familiarization of Independent Directors with the company, their roles, rights,

responsibilities in the company, nature of industry in which the company operates, business model of the company

pdf.

Quarterly updates on relevant statutory changes are also circulated to the Directors.

Policy on Directors appointment and Remuneration etc.

The policies of the Company on Directors appointment and Remuneration including criteria for determining

of Section 178 of the Companies Act, 2013 is appended as Annexure A to the Boards Report.

Declaration by Independent Directors

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each

Act, 2013 and Clause 49 of the Listing Agreement.


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3. OTHER DISCLOSURES

Audit Committee

Name of Director Position

Chairman

Member

Member

Member

1 Member

1Resigned from the directorship of the company w.e.f. March 24, 2015.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

Corporate Social Responsibility (CSR) Committee

The CSR Committee was constituted by the Board before enactment of the Companies Act, 2013. After

The composition of the Committee is as under -


1 Chairman

Member

Member

Member

1 as member.

The CSR policy of the Company, duly recommended by the CSR Committee and approved by the Board, is

Company is carried out as per the instructions of the Committee and Board. During the year, the Company has

B to the Boards Report.

forming part of the Boards Report.

Whistle Blower Policy (including Vigil Mechanism)

Your Company believes in conducting its affairs in a fair and transparent manner by adopting highest standardsof professionalism, honesty, integrity and ethical behaviour. Your Company is committed to develop a culture

where it is safe for all employees to raise concerns about any wrongful conduct.

concern about serious irregularities within the Company. The Audit Committee reviews the functioning of this


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Contracts and Arrangements with Related Parties

All the contracts/ arrangements/transactions entered by the company are in ordinary course of business and

generally at arms length. Further during the year, the company had not entered into any contract/arrangement/

transaction with related parties, which could be considered material in accordance with the Companys Policy/

Subsidiaries

The Company, being a RBI regulated Primary Dealer, is prohibited to form any subsidiary. As such, the Company

Further, since the Company is not having any subsidiary or associate or joint venture, it is not required to

Directors Responsibility Statement

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting

standards read with the requirements set out under the Schedule III to Companies Act, 2013, have been

followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

Human Resource Management

Your Company treats its human resources as one of its most important assets. To ensure good human resource

management in the Company, the Company focuses on all the aspects of employee lifecycle. During their tenure

Recreational programmes are also conducted on regular basis so as to create stress-free environment. All the

are also arranged to engage and develop the employees and to gather ideas around innovation.

The information required to be disclosed under Rule 5(2) of the Companies (Appointment and Remuneration

remuneration in excess of`


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The information required to be disclosed under Section 197(12) and Rule 5 (1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2015 is provided at Annexure D.

(Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Loans given, investment made, guarantees given and securities provided

The information required to be disclosed under Section 134(3)(g) of the Companies Act, 2013 may be treated

Extract of the Annual Return

Deposits

During the year ended March 31, 2015, the Company has not accepted any deposits from the public within the

Risk Management

minimization. The Committee also reviews these procedures periodically to ensure that executive management

recommendation, the Board approves the same.

Significant and material orders

concern status and Companys operations in future.

Issue of Shares

There was no issue of shares during the year neither with differential rights as to dividend, voting or otherwise

nor to employees of the company.

Management Discussion and Analysis

and future aspects form part of this Annual Report.

4. AUDITORS, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Statutory Auditor

The report of the auditor is self-explanatory and do not call for any further comments. The Auditors Report does


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Secretarial Auditor

Internal control systems and their adequacy

of its business, including adherence to the Companys policies, the safeguarding of its assets, prevention and

detection of frauds etc. As a part of this control system, your Board appoints Internal Auditor as well. For the

of Internal Audit included audit of treasury transactions on a monthly basis and reporting to the Audit Committee

on quarterly basis. All the reports of the Internal Auditors were submitted to the Audit Committee.

5. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

a) Part A pertaining to the conservation of energy is not applicable to the Company.

With regard to Part B pertaining to technology absorption, the Company has installed the integrated treasury

growing importance of Information Technology in the emerging business environment. The Company has

also implemented Business Continuity Plan (BCP) and Disaster Recovery Plan (DRP) with the help of IDRBT

manage any contingencies.

b) Foreign Exchange earnings and outgo:

The Company has neither used nor earned any foreign exchange during the year under review.

Acknowledgements

the employees of the Company at all levels.

Date : June 27, 2015 (Gauri Shankar)


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Annexure A

REMUNERATION POLICY

Regulations, increment policy etc. of the Company is a part of this Policy.Purpose and Basic Principles

account the long term interest of all the shareholders.

outstanding professionals in order to enable the company to attain its strategic objectives within the increasingly

competitive environment in which the Company operate.

The Remuneration Policy seeks to:

competitive vis--vis that of comparable entities.

the achievement of the business objectives of the Company.

The foregoing should be understood to be without prejudice to the possibility of considering other objectives,

especially in the area of corporate governance and corporate social responsibility.

Foster and encourage the attainment of the strategic goals of the Company through the inclusion of long-term

incentives, strengthening continuity in the competitive development of the company, of its directors, and of its

management team, and generating a motivating effect that acts as a driving force to ensure the loyalty and

retention of the best professionals.

Set appropriate limits to any short-term or long-term variable remuneration, and establish suitable mechanisms

to reconsider the implementation and payment of any deferred variable remuneration when a reformulation

occurs that has a negative effect on the Companys annual accounts, including the potential total or partial

cancellation of the payment of deferred variable remuneration if there is a correction of the annual accounts

upon which such remuneration was based.

Competent Bodies

to determine the remuneration of directors within the overall limit established in the Act.

Limit on Directors Remuneration

Pursuant to the provisions of the Act and rules made thereunder, the Directors Remuneration shall be within the

of the Act and Rules made thereunder. The terms of service, including remuneration matters, of Managing Director,

approved by the Board on annual basis.


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Structure of remuneration of Managing Director, Executive Director, Key Managerial Personnel and other

employees

executive duties at the Company is structured as follows:

a) Fixed Remuneration/CTC

(i) Fixed Remuneration/CTC of Managing Director and Executive Director -

(ii) Fixed Remuneration/CTC of Key Managerial Personnel, Senior Management and other employees -

Remuneration of employees largely consists of salary, perquisites, and allowances. The detailed components

b) Variable Remuneration

In order to strengthen employees commitment to the Company, to retain and promote a better performance of their

shall be submitted to the Board of Directors for approval on annual basis. While assessing the performance of the

Structure of remuneration of Non-Executive / Independent Directors

Act, 2013 & Rules made thereof and Articles of Association of the Company.

Independent Directors are entitled to sitting fee of `10000/- for attending each meeting of the Board and `5000/- for

by them in connection with performance of duties as a Director are also reimbursable.

Principle of Full Transparency

The Board of Directors assumes the commitment to enforce the principle of the fullest transparency of all the items

of remuneration received by all directors, providing clear and adequate information as much in advance as required

remuneration.

For such purpose, the Board of Directors establishes the Remuneration Policy and ensures the transparency of

all remuneration received by the directors, whether as such, in their capacity as executives, if applicable, or in any

other capacity. The Companys Remuneration Policy shall be published suitably in the Directors report or Annual Report.

General

Any or all provisions of this Policy would be subject to revision/amendment in accordance with the guidelines etc.

on the subject as may be issued by Government/regulatory bodies etc., from time to time.


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ELIGIBILITY CRITERIA OF DIRECTORS AND POLICY ON BOARD DIVERSITY

Introduction

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder read with

those directors who are to be nominated for election by shareholders at each annual general meeting and for

herein are designed to describe the qualities and characteristics desired for the Board as a whole and for Board

members individually.

Director Qualification Review Procedures

herein and recommend to the Board for their appointment accordingly.

Director Qualification Criteria

professional success, leadership and the highest level of personal and professional ethics, integrity and values.

general understanding of the Companys business dynamics, global business and social perspective, educational

candidate and each director possess the following:-

High level of personal and professional ethics, reputation, integrity and values;

An appreciation of the Companys mission and purpose, and loyalty to the interests of the Company and its

shareholders;

The ability to communicate effectively and collaborate with other Board members to contribute effectively to the

diversity of perspectives that enhances Board and Committee deliberations, including a willingness to listen and

respect the views of others; and

leadership level in a comparable company or organization, including, but not limited to relevant experience in

arriving at decisions; and

Directors shall abide with Code of Conduct for Directors and Senior Management

environment of collegiality and trust.

The Committee evaluates each individual with the object of having a group that best enables the success of the

Companys business.

Qualifications and tenure of Directors as per Companies Act, 2013

Company i.e.:

Section 196 and Schedule V (Part-I) (for the appointment of Managing Director, Whole Time Director and Manager),


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Section 149 (for appointment of Independent Directors) and any other applicable provisions of Companies Act, 2013

and Rules made thereunder.

What constitutes independence for Directors

For a Director to be considered Independent, the Board determines that the Director does not have any direct

or indirect material pecuniary relationship with the company. The Board has adopted guidelines to determineindependence, which are in line with the applicable legal requirements as stated in Section 149 of the Companies

Act, 2013 and the Rules made thereunder read with Clause 49 of the Listing Agreement.

Apart from the provisions laid down under the Companies Act, 2013 and Listing Agreement, the Board also considers

all relevant facts and circumstances, not merely from the standpoint of the Directors but also from that of persons or

director(s).

The criteria of independence are provided in the Section 149 of the Companies Act, 2013 and Listing Agreement.

requirements of an Independent Director as per the Listing Agreement and the Companies Act, 2013.

Succession Planning

A planned programme of recruitment and retirement amongst Board members and senior management is of

planning particularly at the top levels. Succession planning also involves an assessment of the challenges and

requirements shall be considered. The Committee shall satisfy itself that processes and plans are in place for

orderly succession for appointments to the Board and to senior management to maintain an appropriate balance of

In addition, the annual appraisal assessment process for all the employees including the senior management

executives or suggest new recruitment wherever gaps exist.

Board Diversity

In accordance with the requirements of Clause 49 of Listing Agreement, atleast half of the Board shall comprise of

Independent Directors. Further, atleast one woman director should also be there.

required of the Board as a whole and its individual members. The objective is to have a Board with diverse

the Companys operations.

of non-executive). At present, the Board consists of 2 executive members and 6 non-executive members.

Independent Directors.

General

Any or all provisions of this Policy would be subject to revision/amendment in accordance with the guidelines etc.

on the subject as may be issued by Government/regulatory bodies etc., from time to time.


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Annexure B

REPORT ON CSR ACTIVITIES/ INITIATIVES

[Pursuant to Section 135 of the Act & Rules made thereunder]

1. A brief outline of the companys CSR policy, including overview of the projects or programmes proposed

to be undertaken and reference to the web-link to the CSR Policy and projects or programmes

in the organization to operate its business in an economically and socially sustainable manner, while recognising

The Company can also pool funds with the group companies, peer companies in Primary Dealer industry or

governence/1433236913.pdf2. Composition of the CSR Committee


The composition of the Committee is as under -


1 Chairman

Member

Member

Member

1 as member.

`6735.50 lacs

`134.71 lacs

`134.71 lacs


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CSR project/

activity

Sector in

which the

Project is

covered

Projects/

Programmes

Amount outlay

(budget)

project/

programme

wise

Amount spent

on the project/

programme

Sub-heads:

Cumulative

spend upto

the reporting

period

Amount spent:

Direct/ through

implementing

agency

1. Local area/

others-

1.Direct

expenditure

on project/

programme

2. Specify the

state /district

District/s, State/s

where project/

programme was

1 Contribution

to Prime

Ministers

Fund

- - `134.71 lacs `134.71 lacs

(Direct)

`134.71 lacs

`134.71 lacs

7. Responsibility Statement by the CSR Committee -

monitors the implementation of the CSR projects and activities in compliance with CSR objectives and policy of

the Company.


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Annexure C

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in

Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third

proviso thereto:

2015, which were not at arms length basis

1

and nature of relationship

2 Leasing of property (business and residential premises)

3 Duration of the contracts / arrangements/

transactions

1.

a.

under lease for 11 months w.e.f. 20.03.2014 and

11 months each, if requested by the Company

presumed that the Company has opted to remain

in possession of premises, for said period.

b.

years is effective from September, 2011, renewable

c.

provided under a mutual rent sharing arrangement

Department) for a period of 5 years (subject to

2.

with two/more extensions.

4 Salient terms of the contracts or arrangements

or transactions including the value, if any

a. `283600/-

p.m. plus service tax.

b.

`218750/- p.m. plus service tax and the same is

subject to increase @ 25 per cent at the time of

renewal of lease.

c.

`21030/- p.m. plus taxes. The same is subject to

enhancement as may be done by above said State

Govt Department

d. Residential premises: Rent is as per the lease


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5

arrangements or transactions

transactions due to its parent-subsidiary relationship.

As a matter of policy, the Company does not enter such

property related transactions with outside parties.

Further, the Company will also be able to get their

6 Date(s) of approval by the Board 29.01.2015

7 Amount paid as advances, if any

8 Date on which the special resolution was

passed in general meeting as required under

and Rules made thereunder.

March 31, 2015.

(Gauri Shankar)

Date : June 27, 2015 Chairman


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Annexure D

Particulars of Employees

Pursuant to the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the information is furnished below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for

(`in Lacs)

Sl. No Name of Director Directors

Remuneration

Employee Median

Remuneration

Ratio

(No. of Lines)

1 0.30 9.06 0.03

2 0.10 0.01

3 0.65 0.08

4 1.30 0.15

5 3.00 0.35

6 3.35 0.397 0.80 0.09

8 0.80 0.09

9 29.40 3.25

10 Smt. Sunita Gupta 23.92 2.64

their institution.

Sl. No Name of Director and Key Managerial Personnel % increase in remuneration

1

2

3

4 100.00

5 9.10

6 28.80

7 14.308

9 29.65

10 Smt. Sunita Gupta 18.03

11 14.95


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d. Total number of employees of the Company as on March 31, 2015 was 35 (including 4 employees on deputation

e. The explanation on the relationship between average increase in remuneration and company performance:

was 16.11 per cent. The average increase in remuneration was in line with the performance of the Company

`52.58 lacs in 2013-14 to `64.40 lacs in

` 9070.32 lacs in 2013-14 to

`13389.26 lacs in 2014-15.

` 54003.04 lacs as of March 31, 2015 from

`30871.74 lacs as at March 31, 2014.

compared to March 31, 2014.

Bonus shares in the year 2013 in ratio of 1:3. An amount of ` `40

(adjusted for bonus issue) as on March 31, 2015 indicating a compounded growth rate of 2 per cent. This is

excluding the dividend paid/accrued thereon.

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in

2014-15 was 17.59 per cent whereas the increase in managerial remuneration was 20.88 per cent. This was

and the respective employee's performance and contribution. The Companys remuneration philosophy is to

ensure that it is competitive in the PD industry in which it operates, for attracting and retaining the best talent

Name of Key Managerial Personnel Remuneration

(`in lacs)

Ratio of remuneration to

Profit Before Tax

29.40 0.002

Smt. Sunita Gupta 23.92 0.002

11.08 0.001

(Gauri Shankar)



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Annexure E

of

[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. Registration and other details:

i) L 7 8 9 9 D L 1 9 9 6 P L C 0 7 7 1 2 0

ii) Registration Date March 13, 1996

iii)

iv) Category / Sub-Category of the Company Public Limited Companyv)

contact details :

Tel : 011-23325759, 233257779

Fax : 011-23325751, 23325753

vi) Yes

vii)

Registrar & Transfer Agents (RTA)

MCS Limited

website: www.mcsregistrars.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 per cent or more of the total turnover of the company is as under:-

Sl. No. Name and Description of main

products / services

NIC Code of the Product/

service

% to total turnover of the

company

1. Dealing in Government

Securities

66110 - Security dealing

96.48

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. Name and Addressof the company

CIN/GLN Holding / Subsidiary /Associate

% of shares held Applicable Section

1.

Holding 74.07 2(46)


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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of theyear (31.03.2014)

No. of Shares held at the end of the year(31.03.2015)

% ofchange

during theyear

Demat Physical Total % of total

shares

Demat Physical Total % of total

sharesA PROMOTERS

(1) Indian

(a) 0 0 0 0 0 0 0 0 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt (s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corp. 0 0 0 0 0 0 0 0 0

(e) 133333333 0 133333333 74.07 133333333 0 133333333 74.07 0

(f) 0 0 0 0 0 0 0 0 0

Sub-total (A) (1):- 133333333 0 133333333 74.07 133333333 0 133333333 74.07 0

(2) Foreign

(a) 0 0 0 0 0 0 0 0 0

(b) 0 0 0 0 0 0 0 0 0

(c) Bodies Corporate 0 0 0 0 0 0 0 0 0

(d) 0 0 0 0 0 0 0 0 0 (e) 0 0 0 0 0 0 0 0 0

Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0

TOTAL SHAREHOLDINGOF PROMOTER (A) =(A)

(1)+(A)(2)

133333333 0 133333333 74.07 133333333 0 133333333 74.07 0

B. PUBLIC SHAREHOLDING

(1) Institutions

(a) Mutual Funds 13546 0 13546 0.01 12065 0 12065 0.01 0

(b) 4282465 0 4282465 2.38 897723 0 897723 0.50 1.88

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt(s) 0 0 0 0 0 0 0 0 0

(e) 0 0 0 0 0 0 0 0 0

(f) Insurance Companies 2055289 0 2055289 1.14 1108622 0 1108622 0.62 0.52

(g) FIIs 743373 0 743373 0.41 1000 0 1000 0 0.41

(h) Funds

0 0 0 0 0 0 0 0 0

(i) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1):- 7094673 0 7094673 3.94 2019410 0 2019410 1.12 2.81

(2) Non-Institutions

(a) Bodies Corporate

(i) Indian 11078347 174392 11252739 6.25 7910921 174392 8085313 4.49 1.76

(ii) 0 0 0 0 0 0 0 0 0

(b) Individuals 0

(i) Individual shareholdersholding nominal sharecapital upto `

12488481 348447 12836928 7.13 17666722 338460 18005182 10 -2.87

(ii) Individual shareholdersholding nominal sharecapital in excess of `

13069347 34665 13104012 7.28 15772757 34665 15807422 8.78 -1.5

(c)

(i) Trusts and Foundations 10865 0 10865 0.01 11965 0 11965 0.01 0

(ii) Individuals

2375053 932 2375985 1.32 2745244 932 2746176 1.53 -0.21

(iii) Directors and theirrelatives

1599 0 1599 0 1333 0 1333 0 0

Sub-total (B)(2):- 39023692 558436 39582128 21.99 44108942 548449 44657391 24.81 -2.82

Total public shareholding(B)=(B)(1)+(B)(2)

46118365 558436 46676801 25.93 46128352 548449 46676801 25.93 0

C. Shares held by custodian

for GDR's and ADR's0 0 0 0 0 0 0 0 0

Grand total (A+B+C) 179451698 558436 180010134 100.00 179461685 548449 180010134 100.00 0


25/100


(ii) Shareholding of Promoters

Sl No. Shareholders

Name

Shareholding at the beginning of the year Share holding at the end of the year % change In

share holding

during theyear

No. of Shares % of totalshares of the

company

% of SharesPledged /

encumbered

to totalshares

No. ofShares

% of totalshares of the

company

% of SharesPledged /

encumbered

to totalshares

1. 133333333 74.07 0 133333333 74.07 0 0

(iii) Change in Promoters Shareholding

Sl.

No.

Particulars Shareholding at the beginning of

the year

Cumulative Shareholding

during the year

No. of shares % of total

shares of the

company

No. of shares % of total

shares of the

company

At the beginning of the year 133333333 74.07 133333333 74.07

Date wise Increase / Decrease

in Promoters Share holding

during the Year specifying thereasons for increase / decrease

(e.g.allotment / transfer / bonus/

sweat equity etc)

At the end of the year 133333333 74.07 133333333 74.07

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Details of Top 10 Shareholders (other than Directors, promoters and holders of GDRs and ADRs)Sl.

No.Name Shareholding Date Increase/

(Decrease) inshareholding

Reason CumulativeShareholding duringthe year (01-04-14 to

31-03-15)

No of Shares at

the Beginning(01-04-14)/endof the year(31-03-15)

% of total

sharesof theCompany

No of

Shares

% of total

sharesof theCompany

1 1414252 0.79 01/04/20141414252 0.79 31/03/2015 0 1414252 0.79

2 Mala RajanBharvani

0 0.00 01/04/201427/03/2015 1345208 Transfer 1345208 0.75

1345208 0.75 31/03/2015 1345208 0.753

DevelopmentCorporation Ltd

1014000 0.56 01/04/201402/05/2014 (242000) Transfer 772000 0.43

23/05/2014 (30000) Transfer 742000 0.41 06/06/2014 (135000) Transfer 607000 0.34 20/06/2014 (47000) Transfer 560000 0.31 23/01/2015 (22000) Transfer 538000 0.30 30/01/2015 (38000) Transfer 500000 0.28

500000 0.28 31/03/2015 500000 0.284 749689 0.42 01/04/2014

06/02/2015 (3706) Transfer 745983 0.41745983 0.41 31/03/2015 745983 0.41

5 767326 0.43 01/04/2014767326 0.43 31/03/2015 0 767326 0.43

6

588438 0.33 01/04/2014588438 0.33 31/03/2015 0 588438 0.33

7 402266 0.22 01/04/2014402266 0.22 31/03/2015 0 402266 0.22


26/100


8 InsuranceCompany Limited

690866 0.38 01/04/201412/12/2014 (25000) Transfer 665866 0.37

19/12/2014 (35000) Transfer 630866 0.35630866 0.35 31/03/2015 630866 0.35

9 Mumbai

853693 0.47 01/04/2014853693 0.47 31/03/2015 0 853693 0.47

10

Private Ltd

1546043 0.86 01/04/2014

06/06/2014 (187433) Transfer 1358610 0.75 13/06/2014 (100000) Transfer 1258610 0.70 19/12/2014 (190000) Transfer 1068610 0.59 31/12/2014 (150000) Transfer 918610 0.51 30/01/2015 (100000) Transfer 818610 0.45 06/02/2015 (350000) Transfer 468610 0.26 13/02/2015 (100000) Transfer 368610 0.20

368610 0.20 31/03/2015 368610 0.2011 ICICI Lombard

General Insurance

3476722 1.93 01/04/201406/06/2014 (117737) Transfer 3358985 1.8713/06/2014 (100467) Transfer 3258518 1.8118/07/2014 (81796) Transfer 3176722 1.7625/07/2014 (200000) Transfer 2976722 1.6519/12/2014 (375000) Transfer 2601722 1.45

31/12/2014 (250000) Transfer 2351722 1.3109/01/2015 (969318) Transfer 1382404 0.7716/01/2015 (382404) Transfer 1000000 0.5606/02/2015 (838000) Transfer 162000 0.0913/02/2015 (162000) Transfer 0 0.00

12 2128866 1.18 01/04/201423/05/2014 (50000) Transfer 2078866 1.15



14/11/2014 (193234) Transfer 586386 0.3321/11/2014 (118918) Transfer 467468 0.2628/11/2014 (66398) Transfer 401070 0.2205/12/2014 (251070) Transfer 150000 0.0812/12/2014 (62969) Transfer 87031 0.0519/12/2014 (87031) Transfer 0 0.00

13 Mala Rajan

1345208 0.7473 01/04/2014

27/03/2015 (1345208) Transfer 0 0.0014

1285893 0.71 01/04/2014

30/05/2014 (241000) Transfer 1044893 0.58 06/06/2014 (325000) Transfer 719893 0.40 13/06/2014 (330000) Transfer 389893 0.22 20/06/2014 (25000) Transfer 364893 0.20 30/06/2014 (115000) Transfer 249893 0.14 01/08/2014 (21300) Transfer 228593 0.13 22/08/2014 (140000) Transfer 88593 0.05 12/09/2014 (40000) Transfer 48593 0.03 19/09/2014 (48593) Transfer 0 0.00


27/100


15 General InsuranceCorporation of

790801 0.44 01/04/201412/12/2014 (200000) Transfer 590801 0.33

19/12/2014 (90801) Transfer 500000 0.28 23/01/2015 (50000) Transfer 450000 0.25 30/01/2015 (150000) Transfer 300000 0.17 12/12/2014 365866 Transfer 665866 0.37 19/12/2014 (35000) Transfer 630866 0.35

630866 0.35 31/03/2015 0 Transfer 630866 0.35

(v). Shareholding of Directors and Key Managerial Personnel:

Sl.No.

Name Shareholding Date Increase/(Decrease) in

shareholding

Reason Cumulative shareholdingduring the year (01-04-14 to

31-03-15)

No. of Shares at

the beginning(01-04-14) / end

of the year

(31-03-15)

% of total shares

of the Company

No. of Shares % of total

shares of theCompany

1 Sh. P. P.

1333 0 01/04/2014

1333 0 31/03/2015 0 1333 0.00

2 Smt. Sunita Director and

266 0 01/04/20140 0 31/03/2015 (266) Transfer 0 0.00

1

1

1

1

1directorship held for part of year

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(`in lacs)

Particulars Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the

beginning of the financial

year

i) Principal Amount 255028.14 121720.43 - 376748.57ii) Interest due but not paid - - - -

iii) Interest accrued but not

due

199.90 24.25 - 224.15

Total (i+ii+iii) 255228.04 121744.68 - 376972.72

Change in Indebtedness

during the financial year

Addition 45879915.17 23050564.34 - 68930479.51

Reduction 45873748.15 23047688.82 - 68921436.97

Net Change 6167.02 2875.52 - 9042.54


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Indebtedness at the end of the

financial year

i) Principal Amount 261195.16 124595.95 - 385791.11

ii) Interest due but not paid - - - -

iii) Interest accrued but not

due

42.17 17.44 - 59.61

Total (i+ii+iii) 261237.33 124613.39 - 385850.72

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(`in lacs)

Sl.

No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Sh. S. K. Dubey,

Managing Director

Smt. Sunita Gupta,

Executive Director

& CFO

1. Gross salary

(a) Salary as per provisionscontained in Section 17(1) of

the Income-tax Act,1961

20.02 16.04 36.06

(b)

17(2) Income-tax Act, 1961

- 0.18 0.18

(c)

Section 17 (3) of the Income

Tax Act, 1961

- - -

2. - - -

3. - - -

4. Commission

a) - - -b) others - - -

5.

a) Companys contribution to

Provident Fund

- 1.34 1.34

b) Medical facilities 0.15 0.15 0.30

c) Child education allowance - 0.01 0.01

d)

8.75 5.10 13.85

e) Leave travel concession 0.48 1.10 1.58

Total (A) 29.40 23.92 53.32

Ceiling as per the Act ` calculated as per Section 198 of the Companies Act, 2013)

(`in lacs)


29/100


B. Remuneration to other directors:

(`in lacs)

Particulars of Remuneration Name of Director TotalAmountSh. K. R.

Kamath1Sh. GauriShankar2

Sh. K. V.Brahmaji

Rao3

Dr. O. P.Chawla

Dr. KamalGupta

Sh. S. K.Soni

Sh. P. P.Pareek

Sh. P. K.Mohapatra4

1. Independent Directors

Fee for attending Board/Committee meetings

- - - 1.30 3.00 3.35 0.80 - 8.45

Commission - - - - - - - - -

- - - - - - - - -

Total (1) - - - 1.30 3.00 3.35 0.80 - 8.45

2. Directors

Fee for attending Board /Committee meetings

0.30 0.10 0.65 - - - - 0.80 1.85

Commission - - - - - - - - -

- - - - - - - - -

Total (2) 0.30 0.10 0.65 - - - - 0.80 1.85

Total (B)=(1+2) 0.30 0.10 0.65 1.30 3.00 3.35 0.80 0.80 10.30

Total Managerial

63.62

Act, 2013)

1. 2. 3. 4.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD

(`in lacs)

Sl.

No.

Particulars of Remuneration Key Managerial Personnel

CEO Smt. Monika

Kochar, Company

Secretary

CFO Total

1 Gross salary Smt. Sunita

Director is also

disclosed in A

above

(a) Salary as per provisions

contained in Section

17(1) of the Income-tax

Act, 1961

6.87 6.87

(b)

under Section 17(2) of

the Income-tax Act, 1961

0.62 0.62

(c)

under Section 17(3) of

the Income-tax Act, 1961

- -

2 - -

3 - -

4 Commission

(a) - -

(b) others - -


30/100


5

a) Companys contribution

to Provident Fund

0.58 0.58

b) Medical facilities 0.15 0.15

c) Child education allowance - -

d)

1.87 1.87

e) Leave travel concession 0.99 0.99

Total 11.08 11.08

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority [RD/

NCLT / COURT]

Appeal made,

if any (give

Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER

OFFICERS IN

DEFAULT

Penalty

Punishment

Compounding

(Gauri Shankar)



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Annexure F

STMARCH, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to

in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing our opinion thereon.

representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has,

stMarch, 2015 complied with the statutory provisions

listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

stMarch, 2015, according to the provisions of:

(i). The Companies Act, 2013 (the 'Act') and the Rules made thereunder;

(ii). The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

(iii). The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

the Company during the audit period);

2011;

applicable in the Company during the audit period);


32/100


1993 regarding the Companies Act and dealing with client;

to the Company during the audit period); and

Company during the audit period).

and Primary Dealers.

We have also examined compliance with the applicable clauses of the following

Therefore, not applicable to the Company during the audit period)

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards etc. mentioned above.

We further report that

the period under review were carried out in compliance with the provisions of thc Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes

of the meetings of the Board of Directors or Committee(s) of the Board as the case may be.

We further report that-

There are adequate systems and processes in the Company commensurate with the size and operations of the

Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Pranav Kumar & Associates,

Company Secretaries

Arpita Saxena

(Partner)

Date: May 27, 2015


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MANAGEMENT DISCUSSION AND ANALYSIS

MACROECONOMIC REVIEW: 2014-15

Domestic Overview

The Indian economy grew at 7.30 per cent during 2014-15 as economic activity expanded at a faster pace in the

March quarter, led largely by services and manufacturing sectors. The industrial sector shrugged off stagnation

of the slump in the international crude oil prices feeding through into domestic prices of petrol and diesel that are

included under the category transport and communication.

Forex Market

to lose only 4.35 per cent of its value against dollar

from March, 2014. The sizeable jump of 24 per cent

in foreign exchange reserves of RBI contained the

volatility in the rupee.

The rupee which slipped to its yearly low of 63.75

Russian currency crisis, month end purchases by

January, 2015. For the residual part of the year, the rupee traded in a narrow range with modest gains following

the dovish comments from the Fed in March regarding the timeframe for raising its policy rate. Rupee closed the

FY 2014-15 at ` `

Current Account Balance

Government Borrowings

requirement for additional funds. The gross borrowing during the year was `5, 92,000 crore as against budgeted

estimate of `6,00,000 crore. In addition to this, State Governments also raised funds to the tune of `2,40,307 crore

`1,96,660 crore during the previous year.

70

68

66

64

62

60

58

56

54

52

50

` Rupee Movement

A

pr

M

ay

J

un

J

ul

A

ug

S

ep

O

ct

N

ov

D

ec

J

an

F

eb

M

ar


34/100


Fiscal Deficit

Monetary Policy & Liquidity Situation

The Monetary policy stance was focused around

8 percent during the year. The RBI reduced the

repo rate twice by 25 basis points each in view

rates and appreciating bias in the exchange rate

of the rupee. During the year, an average daily

net liquidity injection of `93,115 crore was seen

facility.

Treasury Bill Market

During FY 2014-15, the borrowings through Treasury bills stood at `7, 68,000 crore higher than announced in the

Annual Budget by `

liquidity persisted for most of the year. The cut-off yield on 91DTB eased from 8.94 percent in the beginning of the

FY to 8.27 per cent in the end, cut-off yield on 182 DTB fell from 8.97 per cent in April beginning to 8.14 per cent in

March and the cut-off yield on 364 DTB closed the year at 7.98 per cent against 9.02 per cent as on March 31, 2014.

Government Dated Securities

Primary Market

During FY 2014-15, the gross borrowings through

dated issuances stood at `5,92,000 crore, while

the net borrowings stood at `4,53,205 crore. The

weighted average maturity of issuances stood at

14.69 years vis-a-vis 14.50 years in the previous

year. The weighted average yield of dated

securities issued during FY 2014-15 remainedthe same as compared to FY 2013-14 at 8.51 per

cent.

Secondary Market

11

10

9

8

7

6

5

in % Policy Rates Under LAF (2014-15)

MSF Rate

Repo Rate

Reverse Repo Rate

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Jan

Feb

Mar

90000

80000

70000

60000

50000

40000

30000

20000

10000

0

(`c

rore)

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Jan

Feb

Mar

Month-Wise G-sec Auction Quantum (2014-15)

68000

84000

46000

5800060000

36000

45000

58000

42000

69000

26000

0


35/100


in domestic macroeconomic conditions. The

an uptrend throughout the year with the yield on

close at 7.74 per cent. Buoyant investor sentiment

domestic front and expectation of monetary policy

the Federal Reserve completely exiting Quantitative

decline in domestic yields.

COMPANY PERFORMANCE

Primary Market

with all the regulatory requirements of bidding

for Primary Dealers. During the year, due to high

demand of the government securities, the Company

earned an underwriting commission of `1.42 crore as

against previous years commission of `14.51 crore.

raised `3,71,000 crore as against `3,92,000 crore

` 3,77,000 crore

through T-bills as against `2,99,000 crore raised in

`80,674 crore against the commitment

of ` `24,237 crore were accepted.

and H2 respectively of FY 2014-15 against RBI stipulation of 40 per cent in each half year.

Secondary Market

turnover stood at ` 4,70,845 crore as against

`3,08,978 crore in FY 2013-14 The total turnover

during the current FY stood at `5,11,329 crore. The

Central Government security segment recorded the

maximum turnover of `4, 23,638 crore followed by

Treasury bill segment which registered turnover

of ` 22,056 crore. Companys total turnover ratio

bills and 508 times for government-dated securities

as on March 31, 2015 against the minimum RBI

stipulation of 10 times and 5 times respectively.

Apr

-14

May-14

Jun-14

Jul-1

4

Aug

-14

Sep

-14

Oct-14

Nov-14

Dec-14

Jan-14

Feb-14

Mar-14

10-yr movement (2014-15)9.50

9.00

8.50

8.00

7.50

7.00

6.50

90000

80000

70000

60000

50000

40000

30000

20000

10000

0

(`c

rore)

Performance in Treasury Bills Auctions (2014-15)

Bidding Commitment

52360

80674

24237

Bids Made Bids Accepted

G-sec2013-14 2014-15 T Bill

Turnover Ratios

432

508

12093

(Intimesofportfoliosize)

600

500

400

300

200

100

0


36/100


Portfolio Size and Composition

Portfolio size and composition is a function of arbitrage opportunities and tradability. Company maintained high

the year stood at ` `2,558 crore. Daily average holding

of Central Government Security during FY 2014-15 stood at `1,132 crore as against `1,015 crore in FY 2013-14.

Liability Mix

During the year, the Company judiciously utilized

different sources of borrowings viz. Call Money,

Repo, LAF, etc. for active fund management. The

average borrowings from all sources amounted to

`3,234 crore as against `2,891 crore in FY 2013-

14. The average leverage during the year was

4.60 times against 4.43 times in FY 2013-14, while

the maximum leverage for the year stood at 6.11

per cent, lower than 8.16 per cent during the last

year and the same was about 9 basis points lower

per cent during the year.

Trading Stance and Risk Management

posted trading income of `75.85 crore. Company maintained a balanced composition of securities with an aim to

Financial Performance

`133.89 crore as against `90.70 crore in the previous

improved trading performance. During the year, the Company registered trading income of `75.85 crore.

`

718.06 crore as on March 31, 2015 as against`662.53 crore in previous year. The Company is adequately capitalized with Capital Adequacy Ratio of 65.07 per cent

Human Resource Development

Human resource development is given high weightage and company employs the best HR practices to ensure a

regular basis to stimulate healthy exchange of ideas.

28%

13%

10%

Call Money

31%

Liability Mix

LAF

18%


37/100


Internal Control Systems

business, including adherence to the Companys policies, the safeguarding of its assets, prevention and detection

of frauds etc. As a part of this control system, your Board appoints Internal Auditor as well. For the year 2014-15,

included audit of treasury transactions on a monthly basis and reporting to the Audit Committee of the Board that the

of the Internal Auditors were submitted to the Audit Committee.

SWOT analysis

Strengths and Weaknesses

` 133.89 crores as against ` 90.70 crore in

FY 2013-14 which is 48 per cent higher than the previous year. The Capital Adequacy Ratio of the company is 65.07

analysis and compliance. A strong compliance culture prevails across the organization, pursuant to its strategic

The Company is actively involved in trading in government securities, corporate bonds and equity products; although

its share of trading in corporate bonds, equity and equity derivatives is relatively lower.

Opportunities and Threats

an investment-led growth strategy and monetary policy using available room for accommodation. Large decline in

`4,56,406 crore, as against

`

monsoon and increase in commodity prices. At the liquidity front, RBI shall ensure comfortable liquidity conditions

(Gauri Shankar)



38/100


REPORT ON CORPORATE GOVERNANCE

CCC

Infusion of best expertise in the Board.

Consistent monitoring and improvement of the human and physical resources.

I

The Board of Directors is the apex body constituted by shareholders for overseeing the Companys overall

functioning. The Board provides and evaluates the Companys strategic direction, management policies and their

effectiveness, and ensures that shareholders long term interests are being served. The Board has constituted

to time, depending on business needs. The Companys internal guidelines for Board and its Committee meetings

1. Composition of the Board

The composition of the Board of Directors is an optimum combination of executive and non- executive directors

Directors (including four Independent Directors).

composition from time to time to ensure that it remains aligned with the statutory as well as business requirements.

As on March 31, 2015, the composition of the Board was as follows -

Sh. Gauri Shankar

Sh. K. V. Brahmaji Rao1

1


39/100


Dr. O. P. Chawla

Dr. Kamal Gupta

Technical Director of the Institute of Chartered Accountants of India. Besides, he is also holding the position as a

Sh. S. K. Soni

Sh. P. P. Pareek

partner of M/s S. Bhandari & Co. for the last 32 years. He was member of Central Council and Standing

Sh. S. K. Dubey

the Board of Primary Dealers Association of India.

Smt. Sunita Gupta

experience of 16 years in the Company in various senior capacities.

Other information regarding the Board as on March 31, 2015 is given below:

Name of the

Directors

Category No. of other Directorships and Committee Memberships/

Chairmanships1

Directorships Committee

Memberships

Committee

Chairmanships

5 1 -

2 1 -

Independent

1 - 1

Independent

6 4 5

Independent

1 - -

Independent

2 1 -

1 - -

Smt. Sunita Gupta - - -

1.In terms of Clause 49 of the listing agreement, only two committees viz. the Audit Committee and the Shareholders Grievance Committeeof public limited companies are considered for this purpose.

holds any shares / convertible instruments of the Company.


40/100


There are no inter-se relationships between the Directors.

2. Meetings of the Board

During the year 2014-15, seven Board Meetings were held on April 26, 2014, June 26, 2014, July 26, 2014,

Attendance record of the Directors in the above meetings and last AGM is as under:

Names of Directors No. of Board Meetings attended Attended last AGM held on

August 30, 2014

1 3 Y

2 1

3 4

6 Y

6 Y

7 Y

5 Y

4 3 Y

7 Y

Smt. Sunita Gupta5 6 Y

1 2Appointed as an Additional Director on March 25, 2015. 3 4Resigned from the Directorship of the Company with effect from March 24, 2015.

5

3. Committees of the Board

(A) Audit Committee

The Audit Committee formed in pursuance of Clause 49 of the Listing Agreement, and Section 177 of the

of the Committee are as per Clause 49 of the Listing Agreement and Section 177 of the Companies

Act, 2013 and Rules made thereunder. Pursuant to the terms of reference the Audit Committee shall

audit systems, etc. through discussions with internal/external auditors and management.

During the year 2014-15, six meetings of the Committee were held. The composition and attendance of

Members is as under:

Names of Directors Position held in the

Committee

No. of Committee Meetings

attended

Chairman 6

Member 5

Member 6

Member 5

1 Member 3

1Ceased to be member on March 24, 2015.


41/100


(B) Share Transfer and Issue of Duplicate Share Certificates Committee

During the year 2014-15, twenty seven meetings of the said Committee were held.

attendance record of the Members is as under:

Names of the Directors Position held in the

Committee

No. of Committee

Meetings attended

Chairman 26

Member 27

Member 25

(C) Stakeholders Relationship Committee

During the year 2014-15, twelve meetings of the Committee were held.

is as under:


Committee

No. of Committee

Meetings attended

Chairman 11

Member 12

Member 11

The Company attends to investor grievances/correspondence expeditiously and usually reply is sent

within a period of 5 to 7 days of receipt, except in the cases that are constrained by disputes or legal

impediments.

shareholders / investors. All the complaints have been redressed to the satisfaction of the complainants.

(D) Nomination and Remuneration Committee

Committee was also reconstituted in the same meeting.

management in accordance with the criteria laid down by the Board, to carry out evaluation of every

Directors performance, to recommend to the Board a policy, relating to the remuneration for the Directors,

Committee are as per the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement

and RBI guidelines. Pursuant to the terms of reference, the said Committee deals with matter of the

appointment / reappointment of Directors and their remuneration etc and submits its recommendations to

the Board for approval. The appointment of such directors is subsequently approved by the shareholders

at the Annual General Meeting.


42/100


During the year 2014-15, seven Committee meetings were held. The composition of Committee and

attendance of the Members is as under:

Names of the Directors Position held in

the Committee

No. of Committee

Meetings attended

Chairman 6

1 Member 3 Member 7

2 Member 3

1 2Ceased to become member on March 24, 2015

The details relating to remuneration of Directors and disclosure regarding Remuneration Policy, as

required under Clause 49 of the Listing Agreement, have been given under a separate section, viz.

(E) Corporate Social Responsibility (CSR) Committee


During the year 2014-15, four CSR Committee meetings were held. The composition of the Committee

and attendance of the Members is as under:


Committee

No. of Committee

Meetings attended

1 Chairman 2

Member 3

Member 4 Member 1

1 acted as member.

The terms of reference of the CSR Committee are as per the provisions of the Companies Act, 2013.

II R

annexed as Annexure A to the Boards Report. Further, the Company has devised a policy for performance

evaluation of directors, Board and Committees.

The Companys remuneration policy is directed towards rewarding performance based on achievement of

results and attracting and retaining the best talent

Directors of the Company, with the Interested Directors not participating. The terms of remuneration of these

Directors are approved by the shareholders at the general body meeting. The details of remuneration paid


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(`in lacs)

Sh. S. K. Dubey

Managing Director**

Smt. Sunita Gupta

Executive Director & CFO

Salary 20.02 16.04

Perquisites and allowances 0.63 1.44

Companys Contribution to PF 1.34 8.75 5.10

and approved by the Board.

June 30, 2016 by the Board in its meeting held on April 29, 2015. The said extension is subject to approval

of the shareholders at the ensuing Annual General Meeting.

Service conditions of both these Directors are governed by the service regulations of the Company. As per

Regulation 15(iii) of the service regulations, their services can be terminated by a notice period of 3 months.

other Meetings. Sitting fee payable for attending the meetings of Board and its Committee is `10000/- per

Board meeting and `

is within the limits prescribed under the Companies Act, 2013 and Rules made thereunder. In addition, the

(in `)

Names of the Directors Sitting Fees**

30000/-

10000/-

65000/-

130000/-

300000/-

335000/-

80000/-

80000/-

III RAR-A

The brief resume of Directors to be appointed or re-appointed is given in the explanatory statement/annexure

to the notice conveying the Annual General Meeting.


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IV CCM

The Code of Conduct for Directors and Senior Management of the Company has been posted at the

Companys website (www.pnbgilts.com). All the Board Members and Senior Management Personnel have

also appended to this report.

V CEOCO C

VI M

Location and time of last three Annual General Meetings (AGM) are as under:

Financial year Venue Date and time

2013-14

August 30, 2014

at 1100 hrs.

2012-13

June 22, 2013

at 1100 hrs.

2011-12

July 28, 2012

at 1230 hrs.

During last year, no special resolution was passed through postal ballot.

AGM held on August 30, 2014 regarding borrowing powers of the Company under Section 180(1)(c) of the

Companies Act, 2013 and Rules made thereunder.

VII MA

Management Discussion and Analysis has been given separately in the Annual Report.

VIII

to each other.

last three years.

on time-to time basis reviews the functioning of the same and no employee / director has been denied

access to the Audit Committee.

The Company is complying with all the mandatory requirements as given under Clause 49 of Listing Agreement.

Compliance with respect to non-mandatory requirement(s) under the said clause is also given in this report.

I M

Print


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Meetings for approval of the aforesaid results and other notices / communications are also published in the

same newspapers.

Internet

pnbgilts.com.

I

1. Annual General Meeting

Date and time : September 19, 2015 at 11:00 a.m.

Financial Year : April 1, 2014 to March 31, 2015

(both days inclusive)

2. Listing on Stock Exchanges Listed in September, 2000

Phiroze Jeejeebhoy Towers,

th

3. Market Price Data:

is given as under :

Month High (`) Low (`)

Apr-14 21.40 17.00

May-14 23.40 17.80

Jun-14 24.65 21.05

July-14 23.20 20.55

Aug-14 23.60 20.75

Sep-14 24.00 21.00

25.65 20.80

29.80 23.65

Dec-14 31.80 27.40

Jan-15 35.00 27.60

Feb-15 36.00 31.30

Mar-15 34.20 28.40

Source : NSE website

Apr-14

May-14

Jun-14

Jul-14

Aug-14

Sep-14

Dec-14

Jan-14

Feb-14

Mar-14

Stock Price Performance:

PNB Gilts Vs S&P CNX Nifty

SharePrice(`)a

tthecloseof

themo

nth

32

27

22

17

12

8500

7500

6500


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Information on the daily share prices:

The Stock Code at BSE and NSEis as under:

4. Registrar and Share Transfer Agents:

MCS Share Transfer Agent Limited

F-65, 1st Floor

5. For the shareholders holding shares in physical form: Investors queries/requests for change in

IDs etc. may please be sent directly to MCS Share Transfer Agent Limited at the above address.

6. For the shareholders holding shares in dematerialised form: Shareholders holding shares in

details, registration of e-mail IDs etc. to their respective depository participants (DPs). The updation of

particulars in the records of the DP shall result in automatic updation of records of the Company.

7. Share Transfer / Dematerialisation System: The shares of the Company are traded compulsorily in

demat mode. Hence, most of the transfers are executed electronically. However, a few cases of transfer/

transmission are received by the Company/Registrar in physical mode. For transfer of shares in physical

regularly on a quarterly basis. During the course of secretarial audit, no discrepancy in updation /

maintenance of the Register of Members or processing of the demat requests was found and the capital

held in physical mode and demat mode tallied with the issued capital.

M12015

No. of equity

shares held

No. of

Shareholders

% of

Shareholders

No. of shares

held

% of

Shareholding

25868 73.77 3730225 2.07

501-1000 4332 12.35 3356012 1.86

1001-2000 2362 6.74 3556303 1.982001-3000 717 2.04 1886621 1.05

3001-4000 358 1.02 1320331 0.73

4001-5000 327 0.93 1558107 0.87

5001-10000 557 1.59 4101725 2.28

10001 and above 543 1.56 160500810 89.16

Total 35064 100.00 180010134 100.00


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M12015

Particulars No. of shares held % of Shareholding

133333333 74.07

and Insurance Companies

2018410 11.21

Bodies Corporates, Trust & Foundations 8097278 4.50

Indian Public and Directors 33813937 18.78

2747176 1.53

Total 180010134 100.00

EC

Date Particulars of Issue Number of

Shares

Total Number

of shares

Nominal value of

Shares (`lacs)

July, 1996 50000000 50000000 5000.00

August, 1999 Issue of Bonus shares

in the ratio of 1:2

25000000 75000000 7500.00

September, 1999 Issue of Right shares

in the ratio of 1:3

25000000 100000000 10000.00

July, 2000 35007600 135007600 13500.76

June, 2013 Issue of Bonus shares

in the ratio of 1:3

44992534 180000134 18000.01

The shares of the Company are traded compulsorily in demat mode. At present (as on March 31, 2015)

99.70 per cent of the shareholding is held in demat mode.

There are no outstanding GDRs/ADRs/warrants or any convertible instruments.

or the said Fund in respect of dividend amounts that remain unclaimed for a period of seven years from

The shareholders, who have not received or claimed the below mentioned dividends till now, are

March 31, 2015:


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Financial Year Amt ofdividend(`Lacs)

Unclaimed Dividendas on 31.03.2015

(`Lacs)

Unclaimeddividend

Percentage

Last date formaking claim*

Last date formaking transfer

to IEPF

2007-08(Final Dividend)

2025.11 7.87 0.39 1st 1stDec 2015

2008-09

(Final Dividend)

1080.06 4.94 0.46 20thSep 2016 20th


1350.07 4.78 0.35 5thSep 2017 5th


1620.09 5.96 0.37 31stJul 2018 30thAug 2018


1350.07 4.95 0.37 30thAug 2019 29thSep 2019


1350.08 5.28 0.39 23rdJul, 2020 22ndAug 2020


1620.09 7.14 0.44 1st 31st

for claiming their dividend(s) not claimed by them. It is hereby once again requested to shareholders who have

not yet claimed the said dividend(s), to lodge their claim with the Company by submitting an application and an

Shareholders holding shares under more than one Folio/ Client ID:This is in the interest of the shareholders

who are holding shares under more than one Folio/Client ID that they get their holding consolidated under a

single Folio/Client ID. This leads to a better follow-up on their grievances. Further, this will also help in avoiding

multiple mailing of the Annual Reports, dividend instruments and other communication(s) to single person.

N-MRA: -

1. The Board

2. Shareholder Rights

3. Audit Qualifications

4. Separate post of Chairman and Managing Director / CEO

The Company appoints separate persons to post of (a) Chairman; and (b) Managing Director.

5. Reporting of Internal Auditor

The Internal Auditor reports to Audit Committee through top management of the Company. The Internal

Auditors participate and discuss freely in each meeting of the Audit Committee and the reports submitted by

them, are discussed by the Audit Committee.


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Compliance Officer and contact address

5, Sansad Marg

Tel : 011-23325759/ 23325779

Fax : 011-23325751

Date : June 27, 2015 (Gauri Shankar)


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DECLARATION

To

The Members of

5, Sansad Marg

Dear Member,

Management Personnel has already been laid down and also posted on companys website (www.pnbgilts.com).

complied with the Companys Code of Conduct for Directors and Senior Management during the year 2014-15.

For and on behalf of Board

Dated : April 22, 2015 (S. K. Dubey)

AUDITOR'S CERTIFICATE

5. Sansad Marg.

31st

was limited to procedures and implementation thereof adopted by the company for ensuring the compliance of

statements of the company.

In our opinion and to the best of our information and according to the explanations given to us we certify that the

company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing

Agreement.

We state that no investor grievance(s) is pending for a period exceeding one month against the company as per the

We further state that such compliance is neither an assurance as to the future viability of the company nor the

(Himanshu Kapoor)

Partner


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FINANCIAL REVIEW


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INDEPENDENT AUDITORS REPORT

To

The Members of the PNB Gilts Ltd.,

Report on the Financial Statements

Managements Responsibility for the Financial Statements

Auditors Responsibility

Opinion

and


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Report on Other Legal and Regulatory Requirements


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`

Assessment

Year

Amount

involved

Forum where dispute is

pending

Reason for pendency

`

`

Kapoor Tandon & Co.

(Himanshu Kapoor)

Annexure to the Auditors Report


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Annual Report 2014-15

`

Assessment Year Amount involved Forum where dispute is pending


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Kapoor Tandon & Co.

(Himanshu Kapoor)


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PNB Gilts Limited

The Company is engaged in the business of NonBanking Financial Institution. The Company has received Registration

Certicateas provided in ection Iof the Reserve Bank of Indiactof from Reserve Bank of India on

February .

The Company is entitled to continue to hold Certicate of Registration in terms of its assetIncome pattern as on arch .

resolution for nonacceptance of any public deposits as passed in the meeting of the Board held on pril .

The Company has not accepted any public deposits during the year ended arch .

The Company has complied ith the prudential norms relating to income recognition accounting standards assets

classication and provisioning for bad and doubtful debts as applicable to it.

The Company has correctly arrived at the Capital deuacy Ratio as disclosed in the return submitted to Reserve Bank of

India Form NBand this ratio is in compliance ith the minimum CRR prescribed.

The Company has furnished the annual statement of Capital FundRisk ssetsposure and Risk sset Ratio NB

ithin stipulated period to Reserve Bank of India.

The rot oss account for the year ended arch of the company alongith Note and has disclosed the problem

eposures and also the effect of valuation of portfolio as per instructions issued by Reserve Bank of India from time to time.

Kapoor Tandon & Co.

(Himanshu Kapoor)

Comments of the Comptroller and Auditor General of India

(Tanuja S. Mittal)


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BALANCE SHEET AS AT MARCH 31, 2015

`

Note As at

31.03.2015

As at

31.03.2014

I. EQUITY & LIABILITIES

1. Shareholders Funds

2. NonCurrent Liabilities

3. Current Liabilities

TOTAL 475997.84 455663.52II. ASSETS

1. NonCurrent Assets

2. Current Assets

TOTAL 475997.84 455663.52

(Gauri Shankar) (K.V. Brahmaji Rao) (O.P. Chawla) (S.K. Soni) (P.P. Pareek)

(S.K. Dubey) (Sunita Gupta) (Monika Kochar)

Kapoor Tandon& Co.

(Himanshu Kapoor)


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(Gauri Shankar) (K.V. Brahmaji Rao) (O.P. Chawla) (S.K. Soni) (P.P. Pareek)

(S.K. Dubey) (Sunita Gupta) (Monika Kochar)

Kapoor Tandon& Co.

(Himanshu Kapoor)

STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED MARCH 31, 2015

` As at

31.03.2015

As at

31.03.2014I. Revenue From Operations

II Other Income

III. Total Revenue (I+II) 41001.18 34626.38

IV. Expenses

V. Profit Before Exceptional & Extraordinary

Items & Tax (IIIIV)

VI. Exceptional Items VII. Profit Before Extraordinary Items & Tax (VVI)

VIII. Extraordinary Items

IX. Profit Before Tax (PBT) (VIIVIII)

X. Tax Expenses

XI. Profit (Loss) for the period from Continuing

Operations (IXX)

XII. Profit (Loss) from Discontinuing Operations

XIII. Tax Expenses for Discontinuing Operations

XIV. Profit (Loss) for the period from Discontinuing

Operations (XIIXIII)

XV. Profit (Loss) for the period(XI+XIV)

XVI. Earning per Equity (in `)


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NOTE 1

SIGNIFICANT ACCOUNTING POLICIES

1.1. Method of Accounting

1.2.

1.3. Revenue Recognition

1.4. Expenses Recognition

1.5. Valuation of Inventories / Investment

a. Inventories


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b. NonCurrent Investments

1.6 Accounting for Repo Transactions

1.7 Interest Rate Swaps (IRS)

i) Trading Swaps


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ii) Hedge Swaps

1.8. Accounting for Future and Options Transactions

1.9. Investment

1.10.Deferred Tax

1.11 Depreciation

1.12 Preliminary Expenses


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1.13 Share Issue Expenses

1.14 Tax on Dividend

1.15 Retirement Benefits Provident Fund, Gratuity & Leave Liability (As per Accounting Standard 15)

1.16 Operating Cycle

.1.17 Fixed Assets

1.18 Impairment of Assets


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NOTE : 2NOTES TO ACCOUNTS FOR THE PERIOD ENDED MARCH 31, 2015

`

As at

31.03.2015

As at

31.03.2014

NOTE 2.1

SHARE CAPITAL

Authorised :

` `

Issued, Subscribed and Paid Up:

` `

Promoter (Holding Company)

`

`

Shareholding more than 5% details

` `

Reconciliation of the Number of Shares:

`

`

Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of

dividends and the repayment of capital:

`

Shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment, including

the terms and amounts:

For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:

(a) Aggregate number and class of shares allotted as fully paidup pursuant to contract(s) without payment

being received in cash: (b) Aggregate number and class of shares allotted as fully paidup by way of bonus shares:

`

(c) Aggregate number and class of shares bought back :

Terms of any securities convertible into equity/preference shares issued along with the earliest date of conversion

in descending order starting from the farthest such date :

PNB Gilts Ltd for FY 2014 15

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